Hoche Partners Pharma Holding S.A. Amends Procaps Group Stake

TL;DR

Hoche Partners Pharma Holding S.A. updated its stake in Procaps Group, S.A. on 9/19/24.

AI Summary

Hoche Partners Pharma Holding S.A. filed an amendment (No. 9) to its Schedule 13D on September 19, 2024, regarding Procaps Group, S.A. The filing indicates a change in beneficial ownership of Procaps Group, S.A. ordinary shares, with Hoche Partners Pharma Holding S.A. being the filing entity.

Why It Matters

This filing signals a potential shift in control or significant investment strategy by Hoche Partners Pharma Holding S.A. concerning Procaps Group, S.A.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D often indicate significant changes in a major shareholder's position, which can impact stock price and corporate strategy.

Key Players & Entities

• Hoche Partners Pharma Holding S.A. (company) — Filing entity
• Procaps Group, S.A. (company) — Subject company
• September 19, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.01 — er) Ordinary Shares, nominal value of $0.01 per share (Title of Class of Securiti
• $5,000,000 b — missory note in the principal amount of $5,000,000 bearing interest at the rate of 8.5% per

Filing Documents

• procaps_13da9.htm (SC 13D/A) — 40KB
• ex99_18.htm (EX-99.18) — 17KB
• ex99_19.htm (EX-99.19) — 58KB
• ex99_20.htm (EX-99.20) — 19KB
• ex99_20image001.jpg (GRAPHIC) — 5KB
• ex99_20image002.jpg (GRAPHIC) — 5KB
• ex99_20image003.jpg (GRAPHIC) — 2KB
• ex99_19image001.jpg (GRAPHIC) — 4KB
• 0001019056-24-000289.txt ( ) — 158KB

of the Schedule 13D is amended

Item 4 of the Schedule 13D is amended and supplemented as follows: On September 18, 2024, Procaps issued a press release that disclosed issuance of an unsecured subordinated promissory note in the principal amount of $5,000,000 bearing interest at the rate of 8.5% per annum (the “ Olvi Note ”) to Olvi Investment Limited, an entity controlled by the majority shareholders. Jose Minski and Ruben Minski, current members of the board of directors of Procaps (the “ Board ”) are part of the group that controls Olvi. The press release is attached hereto as Exhibit 99.18. Considering Procaps’ dire financial situation and operational challenges (as described in a letter to shareholders dated September 3, 2024 from the chief executive officer of Procaps), simultaneously with the Olvi Note, the Company should have demanded that the majority shareholders reimburse Procaps for all expenses and fees associated with the related party investigation. The press release is attached hereto as Exhibit 99.19. Hoche’s perspective is that any attempt to seek reimbursement of expenses by the Board is being constantly repressed by the presence of members of the Minski family on the Board. In this regard, legal counsel to Hoche has sent a letter to Procaps outlining Hoche’s concerns, and again, directing the Board to make a demand for reimbursement. A copy of the letter is attached hereto as Exhibit 99.20. Item 7. Materials to be Filed as Exhibits.

of the Schedule 13D

Item 7 of the Schedule 13D is hereby amended by adding the following: Exhibit 99.18 — Press release issued by Procaps Group, S.A., dated September 18, 2024 to the Form 6-K filed by Procaps Group, S.A. with the Securities and Exchange Commission on September 18, 2024. Exhibit 99.19 — Press release issued by Procaps Group, S.A., dated September 03, 2024 to the Form 6-K filed by Procaps Group, S.A. with the Securities and Exchange Commission on September 03, 2024. Exhibit 99.20 — Letter from Hoche Partners Pharma Holding S.A. to the Board of Directors of Procaps Group, S.A. dated September 18, 2024. SIGNATURE After reasonable inquiry and to the best of the Reporting Person’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: September 19, 2024 hoche partners pharma holding s.a. By: /s/ Roman Sokolowski Name: Roman Sokolowski Title: Director Stonehage Fleming Corporate Service Luxembourg S.A., Director By: /s/ Alexander Ludbrook - Miles Name: Alexander Ludbrook - Miles Title: Director By: /s/ Ariane Vansimpsen Name: Ariane Vansimpsen Title: Director

View Full Filing

View this SC 13D/A filing on SEC EDGAR